Mutated Spider-Man
by Charizgrovsion
Summary: To fully understand this story, you must have seen season 2 of 'Spider-Man: TAS' and have some background story on the X-Men (of whom are from various universes). Apologies if characters are out of character -I haven't had much experience with them. Contains twists on the storylines and jumbles characters. If you're of weak stomach, don't read. First time at this, hope it's okay.
1. Chapter 1

A/N: Please review if you like this.

"Underlined" = "arachnid speech"

_"Italics" = "thoughts"_

_**"Bold Italics" = "thought/mental conversations"**_

* * *

><p><span>Chapter 1: Prologue<span>

**Spider-Man's P.O.V**

I felt so _stupid_.

How could I have believed that Doc Connors would've betrayed me? Well… I'm just going to blame that on the whole ageing thing. I dimly heard the Vulture screeching in triumph, even though he's old again - he's probably just glad to have my mutation out of him. Knowing that I had it back as well as my youth was a bit of a downside. Then again, beggars can't be choosers… But I had no time for these thoughts right now! There was still the small matter of the Scorpion and the Vulture to deal with. I dodged Scorpion's tail - how_ good_ it feels to be young again!_- _and grabbed him and threw him into the Vulture (yes, he's an old guy. But still, a _bad_ old guy).

I heard Doc Connors and that new scientist arguing. I turned around and saw Doc Connors almost fully turned into The Lizard (if the scales and the new arm were anything to go by), then…_then_ I heard the countdown sequence.

_10...9...8...7..._

The lab was going to explode! I grabbed the two scientists and swung out of the window on my webbing.

_6...5...4..._

Landing on the pavement outside, I set the new scientist down and yelled, "Run!" I was still carrying Doc Connors, who - thankfully - was beginning to calm down.

_3...2...1..._

"Get down!" I shouted.

We both hit the deck.

The Neogenics lab exploded.

* * *

><p>I shook my head to clear the ringing from my ears. I saw that Doc Connors and the new scientist (who I thought I vaguely recognised) were fine apart from a few superficial cuts and bruises.<p>

_"That was lucky_._"_

Doc Connors was beginning to stir. I set him on his feet and draped his one good arm across my shoulders to steady him. "You okay?" I asked him.

"Yes, are you?"

"Hey, I'm Spider-Man, I'll be fine."

I could tell he didn't believe me from the look he was giving me, and he was just about to answer back, when the new scientist spoke up. "Well… That was an exciting experience, but I must be getting back to the asylum now - they will be wondering where I am. Good luck to you Doctor Connors, farewell Spider-Man." He walked off.

I looked at Doc Connors. "Asylum?"

"… Never mind. Though I think I am able to stand by myself now, thanks." I nodded and stepped away. He swayed for a bit, then straightened himself. I turned to look at the - now ruined - Neogenics lab. That was when it hit me - no Neogenics lab, no way to control my mutation. As if to remind me it was there, my sides gave a painful twinge. I turned to look at Doc Connors. "I have to leave."

He tried to stop me. "I may be able to -"

"No!" I winced at how harsh that sounded - he was only trying to help for goodness' sake! I said again, gentler this time, "No. Even you, Doctor Connors, can't rebuild that Neogenic Recombinator in less than twenty-four hours. I have to leave before I…change…again, otherwise I'll be a danger to everyone!"

"… I'm so sorry Spider-Man, after all you have done for me, I can't even help you this one time," he said sorrowfully.

I put a hand on his shoulder. "Hey, Doc, relax! You've helped me more than you know." This was true. He was my friend and had helped me out loads of times. He had also taught Peter Parker a load of things. "Now come on. Let's get you home."

And with that, I shot my web and swung us to his address.

* * *

><p>(Twenty minutes later.)<p>

I was in my room. My web-bag was packed and I had just finished writing a quick note to Aunt May:

_Aunt May,_

_I'm sorry. I love you. Please do not look for me._

_Peter X_

_"That's the best I can do." _

Next I went downstairs to say goodbye to Uncle Ben's picture (thank goodness Aunt May was asleep). Then I went to MJ's house and left a present with a note attached on her doorstep. The present was a bracelet she had had her eye on for a while now. She couldn't afford it, so I had saved up and bought it for her. The note read:

_MJ,_

_I hope you can forgive me for everything, I'm sorry. Please don't look for me._

_Love,_

_Peter X_

_"I am so sorry you two."_

I looked back at their houses one last time. Without looking back, I swung away.

* * *

><p>The sun had come up three hours ago. I was now several hundred miles out of the city.<p>

_"Have to get away, can't hurt anyone, have to get away!"_

That was the constant mantra that was going on in my head as I ran across a plain, heading towards a forest. A steep cliff drop down towards the sea was a few meters to my right, the rest of the plain to my left. I had no idea where I was. Just focusing on the fact that I had to get as far as possible from civilisation. My web-bag was bouncing off my back.

_"- have to get away!"_

I was web-slinging through the trees now. Just a blur of red and blue.

"-_get away!"_

* * *

><p>It was night time now and I was hopelessly lost. I didn't know how long I had left. My spider-sense was giving me a headache. My sides send random painful waves through my body. Sometimes they hurt so much I cried out and fell to my knees. I was almost out of energy - I had been going non-stop for almost twenty-four hours. My vision was cloudy, I needed sleep. But I couldn't sleep. I had to keep going.<p>

_"- can't hurt anyone, have to get away!"_

* * *

><p>When the time came, the pain was excruciating. I fell mid-swing and landed on my back in the mud next to a riverbank. There, I writhed in sheer agony. I had no breath to scream.<p>

_"Aunt May, MJ, Curt, I'm sorry…" _

Then, I surrendered to the blackness.


	2. Chapter 2

A/N: Thank you for the review darkjoey - that really made my day! So here's a new chap.

Oh, and I forgot to do this last time; DISCLAIMER: I own nothing but the plot and whatever I create.

So enjoy!

* * *

><p><span>Chapter 2: Awakening<span>

**Spider-Man's P.O.V**

The first thing I was aware of, was the shifting feeling of grittiness.

"Sand…" a voice in my mind whispered.

The next, that I was only taking extremely shallow, quick breaths.

"Breathe!"

I obeyed the internal command and attempted to take a deeper breath, only to be rewarded by a painful constricted feeling in my chest. I coughed instinctively and a what must have been several litres of seawater came pouring out of my mouth. I took another breath and this time I was rewarded with a set of burning lungs and a clearer mind.

_"Right, first things first. Where the heck am I?"_

I tried to open my eyes. Key word: _tried_. I couldn't open them, any of them. I lifted one of my arms and scraped at my face with my claws. Salt came out of my fur.

_"Wait…claws…and fur?… CLAWS and FUR!"_

My eyes shot open. I bolted upright and let out a yell…only it wasn't a yell. It was a…screech? My vision was all weird as well - I was seeing six of everything! I scrambled backwards and lifted a hand up in front of me so I could see it.

It wasn't a hand I saw.

It was a vaguely palm-shaped…_thing_ with three curved claws at the top of it.

I scrambled over to the sea to look at my reflection. The sun was partially covered by a cloud, but the glare coming off the sand and the sea still hurt my eyes terribly.

I did NOT like what I saw. I had a longer face with six glowing red eyes, three sets of nostrils, two holes in the sides of my head for ears, two claws on my (now pointy-heeled) feet, four extra arms, fur everywhere and two sharp snow white mandibles near my mouth. _Inside _my maw were slightly curved razor-sharp teeth, a long pointed tongue (when I stretched it, it came level with the bottom of my neck) and a few grinding teeth at the back of my mouth. I had some torn red and blue clothes on, with what looked like a black webbing design over the red parts and a couple of spider symbols on it. I also had what looked like some sort of bag on my back.

I was scared.

_"What am I?! Who am I?! Where am I?!"_

I clutched my head with my top set of claws. My breaths came short and fast. I stumbled away from the water and fell to my knees. As if waiting for me to ask those questions a dam in my mind seemed to break. Memory after memory came, and with them, came information.

_"Aunt May, Uncle Ben, MJ, Mother, Father, address'. My name is Peter Parker, I recently turned eighteen years old, my birthday is the 15th of August, personal details, science, lots of science, general information, lessons, I am better known as Spider-Man the vigilante/superhero of New York, my mutation, details of my mutation, writhing in agony in a muddy riverbank when I was still humanoid, mutating, running, power plant on a cliff overlooking the sea - what? - wires, electricity, pain, falling, water, darkness…and…and…nothing._

_Come on! I know there's more!… Nothing. Damn it!"_

I never realised I had kind of blacked out. I opened my eyes (I wasn't aware of closing them) and found myself lying on the beach again.

_"Must've collapsed onto my side. And I have amnesia…great."_

I was so _tired._ I wanted to sleep, to escape from this nightmare. But I couldn't. My instincts told me to move - to find shelter and warmth. I was absolutely _freezing_ too.

_"Damn! Spiders are cold-blooded!"_

Definitely have to get moving. Have to find warmth. So I struggled onto all eights and ran.

* * *

><p>(At the X-Mansion.)<p>

**3rd Person P.O.V**

An elevator came up from the lower floors. A red-headed woman and a blue-furred ape-like creature walked out. "Why do you think the Professor wanted to see us Hank?" the woman asked the other.

"I do not know Jean," he replied. They walked along carpeted corridors in silence until they came to an office door. The blue-furred one - Hank - knocked.

"Come in," said a wise and calm voice.

"You wanted to see us Professor?" asked Jean. A bald man in a hovering gold machine turned from looking out of a large window on the opposite wall to face them.

"Yes," he answered. "Have you seen the recent news reports?"

"Yes, there was a major power cut at a power plant on the coast," she said, looking confused. "But what would that have to do with us? Why should we be concerned about a power cut?"

"You should not be concerned about the power cut. You should hopefully be concerned - as I am - about what _caused_ the power cut."

A pause.

"Do you know what caused the power cut, Professor?" asked Hank.

"….Not quite. Did you not sense something, Jean, about a week ago, when the power cut occurred?"

"I had a slight headache for a while…but other than that, no."

"Hmm…I had one too, although it was slightly more severe. I have been using Cerebro to look into it more. I now think that it was a new mutant mentally calling out for help when they were in pain."

"A new mutant?!" they both exclaimed.

"Do you mean to say that this new mutant was…electrocuted?" asked Hank.

"… I am not sure," the Professor said, shaking his head. "But when I tried to search for them, the trail went cold."

"What de ya mean the trail went cold?" a somewhat rough voice said from the doorway. Jean and Hank started and spun round.

"Yeah, aren't we supposed to help new mutants? Why weren't we alerted 'afore now?!" another voice said.

"Logan, Remy," greeted the Professor.

"Not just them," a young, feminine voice called out. And with that, the rest of the X-Men walked into the (now crowded) study. The team consisted of a young, black-haired girl in a yellow coat, a light brown haired man with red-tinted sunglasses, a coloured woman with flowing white hair, another young woman with red hair with a few strands of white who was almost completely covered in clothes, a rough-looking man with sideburns and some stubble on his chin and a dark brown haired man in a long brown coat. Along with Jean and Hank, these people were known as the X-Men - a team of mutants who help humankind, even though some humans hate them. "Jubilee, Ororo, Scott and Marie," the Professor nodded. "I suppose I can just tell all of you now."

"Please do," grunted Logan, who was still leaning on the doorframe.

"Did you hear what I was telling Hank and Jean just a few minutes ago?"

"Yep!" the girl - Jubilee - answered.

"Very well, I will continue from there. Please, take a seat all of you."

* * *

><p>(Later, in the Blackbird.)<p>

"Hey! Urp, Cyclopes! Enough already!"

"Fine Jubilee," said Scott, laughing. "We'll go back to base now." The Blackbird pulled out of another dive and turned to head back to the X-Mansion. "So, do you think the new mutant is okay?" asked Jubilee.

"Hmm, not sure. I-I mean I'm not sure how they're doing. They _were_ electrocuted, but still, I'm pretty sure the Professor and Jean would have sensed if something bad had happened," he continued hastily, seeing Jubilee's panicked look.

"Phew," she sighed, relieved. "I just hope they're okay, wherever they are."

"Yeah, but seeing as this mutant has went dark, it has to have a great mental defence. Heck, Jean and the Professor can't even find it while using Cerebro. They're tough, they'll be fine."

"Okay. Still hope we can find them though and maybe - AAH! CYCLOPES!" she yelled as the Blackbird did an unexpected flip.

"Ha ha ha! That was funny - ouch!" he yelped as Jubilee hit him on the shoulder.

* * *

><p>AN: Yeah, pretty minor stuff happening - and this will be a pretty minor story, but see what you think of it and I might do a sequel after this is finished. Till next time!


	3. Chapter 3

A/N: First off, welcome to the club Bahamut-255, thanks for your review. And thank you again darkjoey.

So enjoy (hopefully) once again!

* * *

><p><span>Chapter 3: Residence<span>

( 4 Months Later.)

**Spider-Man's P.O.V**

Bullets, gashes, broken bones, concussions and illnesses. I've had all of these in the last four months, plus more. But finally, I have arrived at New York City. Almost no-one has seen me. Heck, if they do they usually try to harm me, so I've hidden myself from the world. My abilities have come in handy. Stealth, speed, power, stamina…and many more. There are always downsides though, quite a few of them in my case, but I've learned to deal with them and survive.

If there is one bright side, then it's the running. My whole body and mind working in perfect sync. I'm currently leaping across the rooftops, avoiding detection, heading towards Queens, towards my former home. I have to see the two people I care about most, the only people I can remember, even if they can't see me. I arrived in less than two minutes.

Aunt May was home. As far as I could see, she looked thinner and sad. I couldn't bear to see her like that, but there was nothing I could do. Nobody could ever see me again, not with me being the monster I am now. I can't even talk! Well…I can speak arachnid, but what use is that?!

Mary-Jane wasn't home. I decided to use my amazing hearing and heightened sense of smell to try and track her down. I warily expanded and heightened my hearing range, and inhaled deeply through my six nostrils.

_"GAH! Bad idea, very bad idea."_

New York was too loud for my sensitive ears, and the acrid scents were overpowering. It was beginning to get colder.

_"Almost night. Have to find somewhere warm to rest."_

Another handy ability, is that I don't have to sleep as often as humans - spiders usually are more active at night after all, but the cold could still get me. I shot a web from my top-right arm (I don't need my web-shooters anymore, I lost them anyway, probably smashed them when I mutated) and swung towards the outskirts of town, avoiding any of the noisier areas of New York. I can flex my inner ear muscles to help me cope with the noise, but that has it's limits. I can also retract and control my webs now. When I was humanoid, I could only shoot webs from my web-shooters and leave them to dissolve. Now, they still dissolve after four hours, but only if I leave them behind.

I was still looking after half an hour. The temperature was dropping slowly, but steadily. My instincts were urging me to get away from the city, but I wanted to stay as close as I could.

Eventually, I found a cave in the side of a mountain on some person's estate it seemed, several miles away from the city. The land stretched for miles in each direction, except from the front, and had a rapid river running through it - forming a waterfall off a cliff along the way - until it ended in another waterfall falling into the sea. It also had a nice, big forest, with plenty of tall trees and, of course, the mountain I was setting up residence in. It was _huge. _There was another cave nearer the top, but I chose the one at the base. It was closer to the river after all, and it was deeper too. Perfect for full moon nights. I got to work.

First, I brought a large boulder from the other side of the mountain into the cave and set up a mechanism so that I could move it to cover and uncover the entrance to the deeper part of the cave while I was in it. I had to make tunnels for that to work, and also air tunnels so I would be able to breathe in there. That meant I had to use my acid, aura and almost-indestructible pure white webbing from my middle set of arms. There was - thankfully - a natural shelving at the far end of the right wall. I put my clothes there, alongside a small web pouch containing my spidey-tracers and their remote control/signal receiver (that's what was in the bag - my trackers and my other Spider-Man suits. They were a bit tight though, made for a human body, not a giant spider. I'll have to get new ones) and a few half-finished carvings. I had discovered that I was quite good at carving with my mandibles. It kind of helped me to calm down when I was stressed or such. After I was finished setting up, I stepped back to look around.

"_There, that's nice. A good job if I do say so myself."_

My work done, and being _quite_ exhausted from using my acid, aura _and_ webbing, I crawled onto the roof of the cave, and prepared to go to sleep. I hoped I could stay here a while and that the inhabitants of the mansion a few miles from where I was wouldn't bother me.

Satisfied, I had just decided to get some sleep when;

_"RAUGH! The pain!"_

I fell from the ceiling and writhed on the cave floor. I couldn't help but let out a screech while clutching my sides. I stopped quickly. It was as excruciating as always but it was so _unexpected!_ When the fit passed, I just lay panting on the ground. I had been having these random pains for the past three months. That was one of the downsides I mentioned earlier. My mutation pains. I let out a small, guttural groan. I needed a drink. I stumbled to the river on all eights and gulped the water down greedily, relishing the feeling of the liquid sliding down my throat. I looked around cautiously, I was right out in the open. As I was looking, I saw it. The tree. The _Meona _tree. I recognised it instantly because of it's shape and it's leaves. I remembered that it was almost extinct, and that its sap used to be - and still is - one of the most powerful pain suppressors in the world. I don't know what possessed me to do it, but I bounded over and stuck my left mandible right through the bark, into a sap vein.

It was nice in a way. I sucked the sap through the small, narrow passage in my mandible until my spider-sense told me to stop. I somehow knew that that was a good decision, I could sense that I wouldn't get those horrible pains for a while.

"_… Good riddance."_

It looked like this place had everything I'd ever need. With that, I walked slowly back to my cave. As I was settling on the ceiling again, my vision flickered. As I caught the scent of a rabbit, my stomach twisted painfully.

_"Oh yeah… I'll have to hunt tomorrow…"_

With that in mind, I fell into a light, restful sleep, wary for any danger that may come during the night.

* * *

><p>( Fifteen minutes earlier.)<p>

**Beast's P.O.V**

I was in the lower lab when I heard it. That noise. I almost dropped the beaker I was holding I was so surprised. It was such a sorrowful and pain-filled cry. I tried to match it to any animal calls I had heard, but couldn't. It stopped as quick as it had started. My instincts didn't like that one bit.

_"Just what time is it?"_

I looked at the clock.

_"Quarter to one in the morning? I never thought time could go by so quickly."_

Still puzzled by that noise, I tidied the lab and made my way to my room. I was only just starting to realise how tired I was. I mean, I didn't need as much sleep as the others, but I still needed a regular sleeping pattern.

_"I'll have to remember to ask if anyone else heard that noise in the morning."_

That was my last thought as I fell asleep.

* * *

><p><strong>3rd Person P.O.V<strong>

He forgot.


	4. Chapter 4

AN: Sorry it took a while, life has been busy. And that was a good point Bahamut, but Spidey is not going to be talking normally in this story because, as you said, Vulture stole a part of Spider-Mans DNA but he was human so, the way I see it, that's how he was able to speak a little. but Spider-Man's DNA is actually embedded with spider DNA so the mutation has a more severe effect on him.

And without further ado, enjoy!

* * *

><p><span>Chapter 4: Discovery<span>

**Spider-Man's P.O.V**

I had finally seen Mary-Jane. She was at her house this time around. And she looked a little thinner too.

_"I am so sorry."_

I couldn't take it anymore. I felt like my heart was breaking.

I fled back to my cave. All the way there I couldn't stop thinking about Aunt May and MJ. I suppose that's why I never noticed the truck. I assumed it was just another vehicle in the traffic in the city, but was obviously wrong and paid heed to my spider-sense too late. It struck my waist as I was "walking" across the road towards the tree line. I've taken to making my way around on all eights all the time now. I was lucky that I was close to the opposite kerb. I think that's the reason the truck only glanced off my body. Though a glancing hit was all it took to send me careering sideways.

Right into a tree.

_"Ouch…pine trees are _hard_."_

The truck driver wasn't so lucky. He was definitely speeding. His vehicle hit the steel divider and overturned, scraping along the ground. I was clutching my head at this point, because of the noise. Then, just to make things worse, a police car that had it's sirens on full-blast came speeding up.

I was ready to black out at that point. I almost did.

Thankfully, the policewoman turned off the sirens and called for assistance before going to arrest the man, who was trapped in his truck, for speeding.

_"Geez, glad I could help."_

Blinking the black spots in my vision away, I tried to get up. Key word: _tried_. My left leg and bottom-left arm were sore and unsteady. Well, they _had _taken the brunt of the collision.

_"Great, just great."_

I felt dizzy and my head was still ringing from all that noise. So I opted to stay in the bushes until my head cleared and I could hear again.

A few minutes later, I still couldn't hear properly but decided to risk moving anyway.

_"I can't just lie here all day."_

I hitched my sore leg close to my abdomen and - trying to keep most of the pressure off of my sore arm - struggled out of the bushes in the direction of my cave. I had only taken a half a dozen steps before I stumbled and fell. Then;

_SNAP!_

I focused on the sound. It was too close for comfort.

_"It's a…girl? Twenty meters away maybe? Damn! Move it!"_

She was getting closer. Too close. I struggled onto all eights.

For the first time in (what I remember of) my life, I wasn't fast enough.

I heard a gasp and spun round. We locked gazes.

I bolted.

* * *

><p>(Twenty minutes earlier.)<p>

**Jubilee's P.O.V**

"Going out for a walk!" I called to Rogue, who was sitting watching a movie, eating popcorn like there was no tomorrow.

"'Kay Jube, see ya later," she managed to mumble around a mouthful of the salty treat, waving a gloved hand, without turning from the screen.

I giggled quietly to myself. As I was leaving via the front door, I heard Gambit walk into the room and take a seat to watch the movie. He started talking and Rogue "shushed" him. I giggled again.

It was nice outside. I wandered off the path and started walking through the woodland, heading towards the cliff path.

_"Nice and quiet. Nice and calm. Hey! Maybe I can practice firing my plasma again! I_ really _need to work on my aim."_

Just as I thought this, I heard the sound of metal on concrete coming from my left. Then, police sirens.

_"A crash! Oh my gosh! Someone might be hurt! I have to help!"_

I took off running towards where the sound came from. I was out of breath by the time I got there, although I was just in time to see a policewoman arresting a man who was attempting to get out of an overturned truck.

_"He must've been speeding. Oh well, nothing I can do here."_

Then I heard a rustling in the bushes. I slowly, silently, went to take a look when;

_SNAP!_

_"Ah!…oh…stupid, stupid, stupid! It's just a twig. Why am I so jumpy?"_

The rustling had stopped. I walked forwards slowly and let out a gasp. I have no idea what it was. I didn't even get a good look at it. I was more focused on it's eyes. The glowing red eyes looking. Right. At. Me. Our gazes locked for less than a second, then it - whatever it was - bolted. It disappeared so fast it was like it had never been there. I stood frozen for a second, then I ran.

* * *

><p><strong>3rd Person P.O.V<strong>

The mansion doors burst open just as Logan and Scott were walking down the hall. Jubilee collided with them, hard. They all fell to the floor in a mess of limbs with lots of incoherent speech.

"- sheath your claws, Wolverine! There's no attack, it's just -"

"Guys! I just saw -"

"Geroff a' me the two a' ya!"

All this yelling and scuffling attracted Marie and Remy's attention. It _was _interrupting the movie after all. "Hey, just what do think you lot are doin' out 'ere? We can't hear the movie!" said Rogue, indignantly.

"Yeah, what's goin' on?" added Gambit. Add this to the rest of the confused yelling, and you had quite a commotion on your hands. The remainder of the team came running from wherever they were, thinking there was some kind of emergency.

"What is going on here?!"

"- I saw -"

"Everyone, please! Calm -"

"We can't hear the movie!"

"What are you three doing on the floor?"

"- get yer elbow outta my face!"

"Jubilee -"

**_"QUIET!"_**

The strong mental command brought silence quickly. This came from no other than Professor Charles Xavier. Who was in his office. On the other side of the building.

**_"Good, now I suggest that you all come to my study so we can discuss this properly."_**

With that, the mental link cut off and the (now untangled) team made their way to the study in silence. Once there, Beast knocked on the door and they all trooped in.

"Now, would someone care to explain to me - _calmly_ - what just happened?" the Professor asked.

Jubilee stepped forward and held out her hand.

"Professor, I need you to see something!"

Nodding, the Professor took her hand in his own, and Jubilee showed him what she had saw using his telepathic link. It was over in less than a minute. The Professor then sat back and proceeded to show everyone else the memory.

Logan interrupted, "Just what the heck is that thing?!"

A look from the Professor silenced him. "Whatever it is, we have to find it. It looks like a predator, if the glimpse Jubilee got of the claws and eyes were anything to go by. We can't have it running loose in the grounds," he said.

Nothing more needed to be said. The team got to work. Jean headed off to see if she could use Cerebro to track it, Rogue and Storm would fly over the grounds to see if they could spot it and Cyclopes, Beast, Wolverine and Gambit would search on the ground while Jubilee would go and make a cup of tea and calm down.

* * *

><p>(One week later.)<p>

It didn't work. The X-Men had been searching all week and had found no trace of the creature. It seemed like Jubilee's discovery had vanished, moved on. They remained cautious, but didn't worry or look for it anymore. Life went back to normal.


	5. Chapter 5

Chapter 5: Spotted

**Spider-Man's P.O.V**

I heard them looking, how could I not? I even saw them, but they never saw me. Until today. My leg and my arm were still a bit stiff, but I could use them well enough. I heard them before I saw them (heck, I hear _everything _before I see it). It was the same girl as before, with another woman. They all seemed to be mutants, like me. I still wouldn't - couldn't - communicate however, so I kept out of their way. What's to say they wouldn't attack me like the humans I encountered?

_"It's handy to be able to recognise heartbeats."_

I made my way in the opposite direction. Silently, of course. A few minutes later I was down by the river. It was slower today. There was a large rock sitting by it in a patch of sunlight. Sunlight equals warmth. I lay down on it.

_"Mmmm…that's nice."_

I let myself fall into a light doze. It couldn't hurt to relax once in a while, could it?

Tweet!

_"What?"_

Tweet! Tweet! Tweet!

I went to investigate. I climbed up the cliff, using my sticking ability. I was getting closer. The bird sounded like it was close to where the two people were, but it sounded distressed. I couldn't just leave it. So I took a risk, and, keeping close to the ground, I crept closer.

* * *

><p>(Ten minutes earlier.)<p>

**Rogue's P.O.V**

Jubilee asked me if I would like to go for a walk. I agreed, I could tell she didn't want to go out by herself because of all that ruckus over a week ago, and a walk _did_ sound pretty good. "'Kay suga, let's go," I replied with a wink and a thumbs up.

We ended up walking through the woodland. Then;

Tweet!… Tweet! Tweet! Tweet!

Jubilee and I stopped. "What's that?" she wondered aloud.

"Dunno, let's find out."

It turned out a baby bird had fallen from its nest. The mother wasn't anywhere to be seen. "Aww, Rogue, can you help it? Please," Jubilee asked me.

"O' course," I answered. Of course I was going to help it! But, just as I was going to walk out into the clearing, the bushes opposite us rustled.

_"What the -?!"_

A furry, clawed…paw?…hand?…appeared.

* * *

><p><strong>3rd Person P.O.V<strong>

The rest of Spider-Man followed.

The two female's eyes locked onto his top pair. He decided it was time to try out a new trick. He slowly started swaying, never looking away, and moved forwards slowly. His form of hypnotism worked. They couldn't look - or move - away. He slowly made his way to where the bird had fallen and gently nudged it onto his top-left claw with his mandible. Spider-Man then stood up on his two hind feet and reached up, ever so slowly, never breaking eye contact, never ceasing swaying, to deposit the bird in its nest. It chirped happily. Satisfied, Spider-Man slowly got down onto all eights again and backed back into the bushes. Once there, he ran.

Back at the clearing, the two females seemed to come out of a daze. "What. Just. Happened?" said Jubilee.

"No idea," replied Rogue. "But I do know one thing, we gotta get back to the mansion and tell the others!" They took off, Rogue flying and Jubilee running. Neither of them noticed the baby bird was back in its nest.

* * *

><p>For a second time in under a fortnight, the mansion doors burst open and two figures could be seen racing down carpeted corridors, towards Professor Xavier's study. Once they came to a halt in front of the door, Rogue and Jubilee took a moment to get their breath back, then knocked and entered. "Girls, what can I help with today? I could hear you running down the halls," the Professor greeted them.<p>

"Professor, we need you to see something again," explained Jubilee hurriedly.

The Professor didn't ask for her hand this time. Instead, he just closed his eyes and reached out towards her mentally. All he saw in _this_ memory were some rustling bushes and a pair of orange-tinted, glowing, _moving,_ red eyes.

The same eyes as before.

**_"Team, come to my study. Now,"_**he commanded.

* * *

><p><strong>Wolverine's P.O.V<strong>

I heard the command.

_"Oh, _great_."_

Twice in under two weeks? Not good.

_"Wonder what it is _this_ time."_

When I got to the office, everyone else was already there. As soon as I sat down, the Professor started talking. "Jubilee and Rogue have spotted that creature again."

"WHAT?! How -" I interrupted.

"Calm yourself Logan, it appears to have come back from wherever it had gone to. We are lucky that it never brought harm to Rogue and Jubilee, it was certainly close enough to do so. Which brings me to my next question, what were you two doing?"

"Err, we heard a baby bird tweeting. It had fallen out of its nest. Rogue was going to help it, when that thing turned up…_why_ can we never get a good enough look at it?" Jubilee answered/asked.

Now, I gotta admit, I was pretty curious about that too. This thing shows up, right out in the open, and all they saw were its _eyes?_ Something's not right 'ere. "Well, seeing as only Jubilee and Rogue have caught a glimpse of this creature, let's think. What do they have in common?" asked Beast.

"We're both gals suga," answered Rogue after a lull in conversation.

"Exactly," Beast said, pointing. "Maybe whatever effect it's been having on you only effects females. None of us have seen it yet," he said, gesturing to all of the males.

"Sooooo…it's been hypnotising 'em?" I asked.

"Unclear," replied Beast.

Just as I was about to ask what he meant by that, the Professor spoke up. "If that is the case, then I do not want any of the girls going out by themselves."

There was instant uproar at this - all from the girls of course. "Hey! We're perfectly capable of taking care of ourselves thanks," Rogue said indignantly.

"Storm and I haven't even seen it yet!" Jean inputted, gesturing to her and Storm.

"Agreed, it might not even have the same effect on us," said Storm.

_"Ha ha, never insult a gal without good reason. Which the Professor has of course, but still!"_

Speaking of the Professor, he waited for most of the noise to fade then spoke. "Girls, calm yourselves. Be as it may that you and Jean have not seen it yet Storm, it couldstill effect you. We have no way of knowing what its intentions are, so you could all be put in danger and be unable to defend yourselves. No-one is to go out by themselves, understand? Even the boys. We do not yet know if this hypnotism technique only works on females, and even if it does not, it could still sneak up on you. Agreed?"

There were murmurs of consent from around the room, mine included.

"Dismissed."


	6. Chapter 6

Chapter 6: Surveillance

**Spider-Man's P.O.V**

_"English…never really bothered about it that much. Guess it's a good thing I've been working to be able to understand it again."_

I had just finished listening in on the other mutants' conversation. I was in my cave, using my enhanced hearing ability to listen to them in the mansion. I was definitely glad I had worked on restoring my knowledge of the English language. I never really had any use for it in my self-induced isolation, what with me being unable to talk and all! I now had a few names to go with a few heartbeats.

I'm glad my tricked worked too. All they saw were my eyes. Though I'm not really sure if my trick works on males either.

_"Hmmm…that would be useful, but somehow I don't think so. Nah!"_

Okay, my hypnotism trick only works on females. When I want it to, of course. Can't have myself just walking around and hypnotising any girl, can I? And if the one they call the 'Professor' wants them to go out in pairs and have none of the females going out without a male partner, then fine! It's not as if I'm going to be intentionally bothering them.

_"Oh, what's that?"_

I started listening in again. The Professor person and another male were talking. Odd, the other male seems to have a more animalistic heartbeat. My stomach gave a sudden rumble.

_"Oh yeah, haven't eaten "normal" food for about two months now, better get _something _to eat. Then I'll be watching a movie without any visual."_

I let out a raspy chuckle at my own joke, then went and dug up some roots and picked some apples from an apple tree. That is another handy ability I have. Being able to go for months without eating normal food, but only a couple of weeks without meat before I start getting weak. I washed them all off in the river, then lay down on my stomach in my cave with my small pile of food in front of me. I tucked my four lower arms close into my body, with my legs slightly curled round, grabbed an apple with my two top claws, sliced off a piece with my right mandible, caught it on my left, and tossed it into my mouth. It sounds a bit complicated, but that is how I eat.

_"… A new mutant?… An_ old _new mutant? That doesn't make any sense…anyway, this should be interesting."_

* * *

><p>(In Professor Xavier's study, 5 minutes earlier.)<p>

**3rd Person P.O.V**

The Professor had asked Beast to stay behind. Once the other's had left, Beast asked, "Yes Professor? What is it you wished to speak with me about?"

"Do you recall that I asked you here, several months ago now, about that new mutant signal I received?"

"Of course, how could I forget? But you and Jean couldn't find them again, even using Cerebro! We gave up the search after three weeks had passed with no change."

"I know, old friend. But I feel uneasy about this whole situation we now find ourselves in."

"What do you mean?"

"… I am not entirely sure myself."

* * *

><p><strong>Spider-Man's P.O.V<strong>

I burst out in my own version of laughing at that point.

_"This is amusing. He doesn't even know what he's talking about? And he's called 'Professor' - ha!"_

The next part had me sobering up though.

* * *

><p><strong>3rd Person P.O.V<strong>

"You're not _entirely _sure?"

"No, but whenever I have been seeing this new creature through Jubilee's memories I have felt a detached sense of…recognition."

* * *

><p><strong>Spider-Man's P.O.V<strong>

So, he was a telepathic…

_"A detached sense of recognition?! RECOGNITION?!"_

I was paying rapt attention now. He may know something about my past!

* * *

><p><strong>3rd Person P.O.V<strong>

"From you Professor? Or somehow from it?"

"… Unclear."

Silence on Beast's part.

"But there is one thing."

"Yes Professor?"

"It's true that we need to capture it, but I would like to observe it when it is free of captivity. I would like you to set up some of your wireless surveillance cameras around the river and through the woodland. The footage, I would like to be shown here, on my laptop."

"Of course Professor! I'll get to it right away."

* * *

><p><strong>Spider-Man's P.O.V<strong>

_"Surveillance, huh? This is going to be fun."_

* * *

><p>AN: Sorry it's a bit short, but it's a necessary step.


	7. Chapter 7

Chapter 7: Footage Trouble

(1 day later.)

**Xavier's P.O.V**

It was getting quite frustrating, even for me. Beast had set up his cameras yesterday and there was still no sign of that creature. The thing is, the cameras are positioned almost everywhere. In the forest, on the tree branches and never more than five trees apart. They were also covering all points of the river and the cliff path, even the entrances and floors of the two caves in the mountain. I had been using Cerebro to see if I could somehow get into its mind or at least see where it is, but for some reason I found I could not.

I was watching the footage in my study now. If I had patience, then I would surely see it at some point. I lifted a hand to massage my eyes. Then I heard a knock at the door. "Come in."

"Hey Professor," said Wolverine, coming in.

"Logan, what can I help you with today?" I asked, closing my laptop.

"Jus' wanted ta tell ya that earlier me an' Gambit went out ta see if Ah could get a scent for that thing and track it."

"Any luck?"

"That's what's botherin' me, Ah couldn't track it at all. Ah got a slight musky scent, but it just seemed ta disappear afta' that."

"Curious."

A grunt. Then, "Ah'll see ya later then, Professor." I nodded as he left. Then quickly opened my laptop again. I knew I should be focusing on other things, but I was just so curious, and I usually do not rest until I am satisfied with something, or I really need the sleep.

_"I must make sure not to spend too much time on this."_

Wait a minute, one of the cameras was offline. It was black. **_"Hank, I need you in my office right away."_**

**_"I'll be right there, Professor."_**

_"What could have happened?"_

Hank arrived after a few minutes. He had been in the lower lab, working on another project. "Yes, Professor? Did you see something?"

"No, in fact, I cannot see anything at all on one of them."

He peered closer.

"How in the world? I suppose it could be a minor lapse in power, but I will go and check it just in case."

"Thank you, Hank. Be careful, take Scott or one of the others' along with you."

"Alright."

* * *

><p><strong>Cyclopes' P.O.V<strong>

When Beast asked if I could go out for a short while with him, of course I said yes. He couldn't go out on his own, and a small part of me wanted to see this creature. Only the Rogue and Jubilee had seen it so far and they got put into some kind of trance!

We were walking down the cliff path now. When we were at the bottom, Beast led me over to a tree and asked me to keep watch. He jumped up onto a thick, low-hanging branch, and started fiddling with…was that a _camera?_ "Yo Beast, what's a camera doing up there?"

"This is one of my own wireless surveillance cameras. The Professor asked me to set a few of them up so he could keep an eye out for that mysterious creature," he answered, not looking away from his camera.

"O-kay."

He flicked a switch, looked confused for a second before shaking his head, then jumped down. "There! All done." We started to head back to the mansion.

**_"Cyclopes, Beast, another camera has just gone black, it is near the first waterfall, can you take a look at that one?" _**I heard the Professor asking in my mind.

**_"Sure, Professor," _**I replied.

We changed direction.

When we arrived, Beast did the exact same thing as before, jumped up, looked, flicked a switch, then jumped back down.

"Same as last time?" I asked him.

"Yes."

As we neared the mansion the Professor contacted us again, telling us that _two _more cameras had gone offline. We ran to the nearest one - a tree near the entrance gate - because I could tell Beast was beginning to be troubled by this. It was the same as the last two. Then the Professor contacted us _again _to tell us another _three _cameras had lost their visual.

We split up.

Probably a bad idea, but it would get the job done quicker. Beast just told me to flip the switch that was on the back of any camera I needed to fix. But as I was getting close to the first one, the Professor contacted me again. **_"Scott, the two in your vicinity have come back online, get back to Hank, I do not want you two separated for more than need be."_**

**_"Sure thing, Professor."_**

I started to run. I was extremely bothered by this whole ordeal.

_"Just what is going on?"_

* * *

><p><strong>Beast's P.O.V<strong>

_"I don't understand. How could they have all been switched off?"_

I was - for lack of a better word - stumped. _Someone_ has to be turning them off, but _who?_ There wasn't anyone I could think of.

_"Let me see, the other X-Men wouldn't do it and the only other thing in the compound is that creature. But animals cannot work technology - they can't even understand it! And we do not even know if it can climb, so that rules it out."_

Nobody then.

I switched the last one on, then turned around and walked off to meet up with Cyclopes.

* * *

><p><strong>Spider-Man's P.O.V<strong>

This was quite funny. They never even considered that I could climb. I've been keeping to the highest branches of the trees and have been scaling the cliff face. There are several blind spots too.

It was me who had been turning off the cameras, of course. They were ingenious but of simple design. Apparently it was the blue-furred one they call Beast, or Hank, who had made them. I'd figured out they had codenames to match their abilities. He was a scientist then, nice. Pretty good one too.

I had opted to watch him instead of the other one they call Cyclopes, or Scott. There was something about him. I had a feeling I had seen him before, possibly even met him! I had the same feeling for the others too, but it was a little more intense when I saw Beast. I was looking down at him now, hidden high up in the leaves of a tree opposite him. It seemed the Professor person had been communicating with them telepathically.

_"Why would you put a switch on the back of your wireless cameras? I mean really…why not a remote control? Or even a push button? No, you had to make it soooo obvious."_

I rolled my eyes and was completely silent as I sneaked away. I figured I could go and check out that mansion, just to see exactly what it was I was up against.

* * *

><p>It turned out the mansion had lower floors (under the ground) as well. I could feel vibrations and was able to figure that out. I decided to take a risk. I swung onto the roof.<p>

Bad idea.

My spider-sense started going haywire after a few seconds. I couldn't see any danger though. I heard it first. I spun round. A giant robotic claw was reaching for me. I tore it in half.

_"That was easy… _Too _easy."_

I was right.

Four more claws appeared and started lunging towards me. I dodged them with ease.

_"Agility, got to love it."_

I disposed of a further two before I felt a bit bored. _These _were the only defence this place had? I decided to see what it was they were defending. Immobilising the last two by tying them in a knot, I followed them back to their source. It was a tunnel leading underground at the back of the building. I prised open the metal covering, being careful not to leave any marks, and ventured in.

_"I'm probably going to seriously regret this! Spider-sense, shut up!"_


	8. Chapter 8

Chapter 8: The Base

**Xavier's P.O.V**

I started when the alarm went off. Hank and Scott were still out. I went over to my computer panel in the wall and accessed the mansion's camera feed to see what the danger was. I saw the remainder of the X-Men running to the lower floors from wherever they were. But the lower floor cameras had blacked out.

_"What is wrong with all the cameras today?"_

I contacted Jean, **_"Jean, any visual?"_**

**_"No Professor, but the cameras have been reduced to melted lumps of metal."_**

**_"That explains why I cannot see anything on the lower floor video feed… Keep me updated."_**

**_"Yes Professor."_**

* * *

><p><strong>Spider-Man's P.O.V<strong>

_"Damn alarm, almost made me black out. At least I took care of the cameras down here. But those people are kinda catching up, oh well, looks like I'm going for a run…across the ceiling...in a maze."_

This. Place. Was. A. Maze. Endless metal corridors and many doorways. I was too careless, and too damned curious!

(Flashback)

I had just come out of the round, windowless, metal room the tunnel had led to. Some kind of contraption had tried to force me into a metal straightjacket. I shredded them both. So I had to choose right or left when I exited. I chose left.

I could hear activity on the upper floors. Everyone was quite relaxed. That was good, less chance of me being detected.

I came across a strange-looking panel on the wall. I had to stand on my hind legs like a human to get a good look at it.

_"Whoa…unsteady. How long has it been since I stood up like this?"_

I regained my balance, and hesitantly tapped the wall panel. It opened up into a computer screen right before my eyes! It was touch screen too, this was a very high-tech place.

I can't actually see too well, because of my six eyes, so I didn't see it asking for a password (I must have accidentally accessed a restricted file). I just tapped a few buttons gently, so as not to break it with my claws.

That was when the alarm went off.

And, with my head splitting, I got out of there as fast as I could. The only thing was, I headed away from the tunnel room, and into a maze.

(End of Flashback)

Suddenly, lights started flashing above the many doorways.

_"Something tells me that that isn't good."_

I dove through a doorway and landed on the floor, just as a metal door came sliding down. Then another, and suddenly I was standing in another round metal room with lots of doors. I heard the mutants catching up and had a sudden vague sense of deja-vu. A hazy image slipped in and out of my mind. I tried to grasp it, but failed.

_"Damn memory!"_

They were getting closer.

_"Pick a door. Any door!"_

I chose the fourth from the right - it was open and showing off a forest setting. Big mistake. As soon as I closed the door (by pulling a lever no less, _so_ obvious!) and webbed it shut, my spider-sense went off the charts. I clutched my head in agony.

Then a giant robot man shot a laser at me.

I dodged and looked up. That's when the real fight began.

* * *

><p><strong>Wolverine's P.O.V<strong>

The cameras are completely melted - so we don't have any idea of what we're going up against. Beast and Cyclopes arrived just a couple of minutes ago. The Professor had contacted them and they'd come racing back. There wasn't really a trace of our intruder anywhere except from the robotic arms that were tied up and destroyed, and the open access panel, but that was complete mumbo-jumbo to me. There were loads of files all jumbled into one another, and some weird formula was flashing constantly. Beast closed the program and the computer slid back into the wall. "What happens now? We have got no idea what's going on," Storm asked.

That was when I smelt it.

It was a slightly musky forest-y scent. It was just like what I had smelt earlier today. "It's here," I said.

All talking ceased at my words. Then all chaos broke loose. Gambit and Scott were trying to get the girls to go back and they were having none of it and Hank was trying to get everyone to calm down. My somewhat heightened senses didn't like that at all. "Guys! Shut it! Let's just rush it as a team, it ain't gonna be able ta get away this time," I yelled gruffly. We all nodded as one, and, with me in the lead so I could track the scent, we ran after it.

_"Dang this is difficult…left, left…right? Right…"_

It was quite hard to track, to say the least. But we were gaining on it. The trail stopped at the Danger Room. Silence, then;

_CRASH!_

"Not good, Ah left it on again," Gambit groaned.

"Deja-vu. What program is running?" asked Cyclopes.

"… Deadly Sentinels."

"AGAIN?!"

"Gee, sor-ee mate."

"It doesn't matter right now you two! That thing's in there and it could be killed!" Jubilee yelled, snapping everyone out of their stupor. We raced to the Viewing Room and looked through the glass.

We couldn't believe what we saw.

The entire place was completely _trashed. _Robot parts were strewn everywhere, and as we watched, a whole Deadly Sentinel went flying past the viewing window, into an approaching troop of more Deadly Sentinels. They abruptly exploded. Then one standing sentinel suddenly went completely lax and fell backward with a small 'boom', a hole now in its chest.

As more and more were completely decimated, we could only sometimes see a vague grey blur.

* * *

><p><strong>Spider-Man's P.O.V<strong>

_"Now _this _is a decent workout."_

Giant robots - big surprise! - they fell down hard.

_"The saying 'the bigger they are the harder they fall' is true I guess."_

It had taken a little effort to throw that last one. I could hear the other mutants in the room behind the one-way window. They sounded begrudgingly impressed. Then everything vanished. The robots, the forest…everything. I was now in a slightly purple-tinted round metal room.

_"Why is everything metal and round? I mean, really… Drat I've slowed down! And I've really got to get a new wardrobe now."_

I quickly sped up again. My clothes were already frayed, partially faded and worn, but now they had several tears. I needed to get out of here. The door was locked, I had heard them lock it. I spit acid on my webs and the lock and kicked it down. Before anyone in the adjoining room could realise what had happened, I bolted out of the room on all eights and made my way out of the compound through the same tunnel I had used to get in.

* * *

><p><strong>3rd Person P.O.V<strong>

Gambit was the first to notice there wasn't any movement in the Danger Room anymore. He drew everyone's attention to it, then they noticed the door. "Dang, the doors melted too! How did that happen without us seein' it?" Gambit exclaimed.

**_"Professor we have a problem," _**Jean elaborated, turning away from the loud discussion the others were having.

**_"… It probably left, but have Logan, Marie, Jubilee and Scott check the lower floors just in case. Meanwhile, you, Ororo and Hank see if you can gain any information from the video footage before the cameras were destroyed."_**

**_"Yes Professor."_**

"Wolverine, Rogue, Jubilee, Cyclopes the Professor wants you to check the lower floors to make sure it's out of the mansion. Storm, Beast, we are going to see if we can find anything on the video footage."

They split up into their designated teams and got to work.

* * *

><p>(Half an hour later.)<p>

The creature had indeed left the mansion. And Jean and the others had turned up something useful. They were waiting to show the others in the Professors study. "Hey guys, it's definitely gone," Wolverine said as he walked in.

"Yeah, no sign of it anywhere. It's vamoosed," agreed Gambit.

"Well we have something of great interest, a picture of what it is that we have been encountering. We have not however, had a good chance to look at it yet," Beast announced without bravado.

"Well show us it already," said Wolverine, becoming impatient.

"Very well," he replied, opening up a file on the computer panel and displaying the picture as a hologram in the centre of the room.

And, for a second time in under an hour, the X-Men team were stunned at what they saw.

* * *

><p><strong>Spider-Man's P.O.V<strong>

They. Had. A. Picture.

A _picture!_

_"Damn it all! How did they get it?! How was I so careless?! Argh!"_

I paced restlessly in my cave. A growl tore its way free from my throat. I was listening in on their conversation of course. I couldn't believe that they had a picture of me. Although they were saying it was blurry, they could still see that I had extra limbs and was wearing some kind of clothing.

_"I guess it wouldn't hurt to let them actually see me now…Wait, what? Where the heck did _that _come from? Yeah, they are mutants like me, but to them I'm still an 'it'. Something to get rid of."_

Shaking these traitorous thoughts out of my head, I sighed and lay down. I eventually drifted off into an uncomfortable doze.

* * *

><p>I stayed in that position for the next four hours, even after I virtually dragged myself back to reality. I only got up to get a quick drink, then "lock" myself into the lower chambers of my cave because it was a full moon tonight. Even when I was fighting the transformation, I still couldn't help but think about how lucky they didn't know they were…<p>

…

To have a family.

* * *

><p>AN: Thank you for your review Creator-Of-Nightmare, I hope that my story remains acceptable and that you and everyone else who reads it will enjoy it.


	9. Chapter 9

A/N: Thanks again Creator-Of-Nightmare!

* * *

><p><span>Chapter 9: Letting Them See<span>

(Three days later.)

**Jubilee's P.O.V**

The discussion about that creature had led far into the night. It was some sort of insect, and (as far as we could see) it was wearing clothes. That had led to the thought that it might be intelligent and possess a free will, or it could possibly be an awful experiment that escaped from some estranged scientist's lab, or it was a member of a new species.

The first idea was quickly shot down by Wolverine, who insisted that if it was intelligent in any way, then it wouldn't have broke into the mansion and melted all of our equipment. The second idea followed soon after, because neither the Professor or Jean had sensed anything unusual and there hadn't been any odd news reports.

That had only left the third option.

It didn't need to be said that we all didn't believe that. But if it wasn't _that _then it had to be something else.

And we had no idea what.

_"No use thinking about this…"_

I sighed. Then I decided to break the rules. I snuck past the living room, where Scott and Jean were watching a movie together, and quietly opened and closed the front door after I had slipped out. I quickly made my way to the tree line and vanished into the woodland. I needed time to process things, and maybe come up with my own explanation for this strange creature. I shuddered involuntarily.

_"A giant insect…creepy."_

I slowly made my way down the cliff path to the river. I liked to come here sometimes - to clear my head. I sat down with my back against a tree by the water's edge. I stayed there for a good ten minutes.

_"Giant insect-like thing running loose in the grounds, crazy theories that make no sense, overall confusion and worry and stress. Not very good."_

I sighed and rubbed my temples. Suddenly, the hairs on the back of my neck bristled. I slowly sat up straight and glanced around. "Who's there?" I inquired aloud. Then I felt a bit stupid. "You're getting way too paranoid, Jube," I muttered to myself.

_"So how come I feel like I'm being watched?"_

I glanced around once more. That's when I heard a soft sigh from above me. My head jerked up. I saw a set of three claws and three pairs of red eyes. A gasp escaped me.

It was…there are no words to describe it. The eyes were wary and guarded. I didn't feel like I had to look at them though, so I wasn't being hypnotised this time.

_"Why the change?…"_

It didn't matter. I could finally get a good look at it.

Its clothes were bright red and blue with a strange black design over the red parts and an oddly shaped dot at the centre of its chest. That confused me, in the picture its clothes were faded, worn and torn. It also had eight legs, though the top six were different from the bottom two. The feet had three claws and seemed to be more palm-shaped than anything. The bottom two feet were more slender and thin and only had two claws. It had grey fur and had two scythe-like things by its mouth.

Oddly enough, I didn't feel afraid. My heart was beating faster and harder, and I was frozen in place, but I wasn't afraid. A sudden huff jolted my attention back to its face. It blinked, then vanished, leaping away.

I stayed there, frozen in the same position, for a few moments. Then I shakily stood up and, slowly and stiffly, made my way back to the mansion.

* * *

><p>(Five minutes earlier.)<p>

**Spider-Man's P.O.V**

I heard her coming down to the river, and heard her sitting by the water's edge. She barely moved a muscle. I snuck out of my cave and climbed into the tree she was resting against.

She looked as if she was locked in thought, though she must have sensed me watching her, because she sat up straight and asked aloud if anyone was there. Then she told herself that she was getting paranoid.

_"A picture of me is enough to for them to start being stressed and begin talking to themselves. Why am I so…so…what? Great, I can't even describe myself. Apart from that I'm a monster."_

I sighed softly at these thoughts. That was enough to get her to look up. She let out a gasp. At first it didn't register that we were looking at each other, but when it did, my instincts practically screamed at me to get away.

I held firm.

They already saw me in a picture, what was the harm in seeing me in person? Answer: plenty. But I was too damned curious for my own good. Her heart rate picked up, but she didn't move, or scream, she simply sat there. As I saw her looking at me in detail, I was suddenly glad I had procured a new wardrobe.

I had snuck into my old room in Aunt May's house when she was out and had used her sowing machine. I had also used a thin layer of my structural webbing, so that if I had another growth spurt, my clothes would still feel comfortable. I huffed slightly at this, and that was enough to draw her attention back to my face. I _wanted_ to run away then.

So I did.

But not towards my cave. No, this time I headed back to the city, for a little memory searching. One thought kept repeating itself in my head all the time.

_"I let her see me… Why?"_

* * *

><p><strong>Beast's P.O.V<strong>

When I saw Jubilee come through the front door _alone_ I knew something was wrong, she had a strangely blank expression on her face. "Jubilee, what's the matter? Why were you out alone?" I asked, concerned. My question seemed to startle her back to reality. She suddenly became somewhat frantic and clutched at my arm. "Beast! Beast, I saw it! It didn't hypnotise me, it was like it _let_ me look at it! I _saw _it Beast!"

Her outburst drew Jean and Scott from the living room. Jean went over to Jubilee and took her shoulders. "Jubilee, what's wrong? What did you see? Can you show me?" she asked gently.

Jubilee nodded and closed her eyes. Jean closed hers too. Scott and I waited impatiently for her to finish watching Jubilee's memories. After what felt like hours, but was really only less than two minutes, Jean let out a light gasp and opened her eyes.

"We need to tell the Professor."

* * *

><p>(Twenty minutes later.)<p>

_"This is the first real, proper look we have had at this creature…though what Jubilee saw looks different from the picture. More…civilised? I do not know what to think right now, this is quite bewildering."_

I wearily rubbed at my eyes. A debate had soon brewed up as soon as the rest of our team saw the image of that creature. "We gotta go after it! Ah'm tellin' ya, we were just lucky it didn' hurt Jubilee!"

That was Logan. The trouble was, most of the others were agreeing with him. The only people who weren't were Jubilee (who was oddly silent), myself and the Professor. Me, because I was conflicted on the matter, the Professor, because he was most likely thinking, and Jubilee, most likely because she was in a state of shock. Suddenly, silence reigned. I glanced up. Everyone was looking at the Professor.

"Professor?" urged Rogue. "What we gonna do?"

_"I am wondering that myself."_

The Professor finally glanced up. "I think the best option for everyone right now would be for us to capture it."

"Alright, let's go get ready," said Gambit, jerking a thumb towards the door.

"Fine! Let's go!" Jubilee piped up. We all shared looks.

"Listen up suga, you've seen this thing quite a bit and -" started Rogue.

"Exactly!" she interrupted. "I've seen this thing more than anyone! The only reason we know about this thing, or what it even _looks_ like, is _because_ I saw it. I can _help, _I_ want _to help!"

"It's all right Jubilee, no need to become stressed, you will help," the Professor interceded, with a stern look to the rest of us.

We all nodded and headed to the lower floors. To begin working on some traps and a strategy.

_"Hmm…I'll hazard a guess that we would have needed to do this anyway…but why do I feel so…uncomfortable? No, I'm just over thinking things again, I _am _a scientist after all."_

* * *

><p>(Two days later.)<p>

**Spider-Man's P.O.V**

I had visited the city again, Aunt May and MJ haven't improved much, from what I can see with my six eyes.

_"I. Am. Such. A. Monster. Both physically and mentally…a monster."_

It turned out that the Meona Sap suppressed my mutation pains for six days, fourteen hours, exactly. That was good, all things considered. I sighed and stood from where I was laying on the roof of the house opposite from my Aunt May's.

It took me roughly ten minutes to get back, seeing as I took the leisurely route. And by leisurely, I mean visiting the park where my Uncle Ben taught me how to fish. When I arrived, I could instinctively tell something was wrong. The other mutants were spread throughout the grounds - not even in pairs!

_"Curse my curiosity."_

I simply _had_ to investigate.


End file.
